SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report:
December 21, 1998
SKY FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Ohio 1-14473 34-1372535
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
221 South Church Street
Bowling Green, Ohio 43402
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (419) 327-6300
N/A
(Former name or former address, if changed since last report)
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Item 5. Other Events
On December 4, 1998, Sky Financial Group, Inc. (the "Registrant")
announced the completion of its affiliation of The Ohio Bank, a state
chartered community bank headquartered in Findlay, Ohio. Attached hereto as
Exhibit 99.1 is a copy of the Registrant's press release dated December 7,
1998.
Item 7. Exhibits
99.1 Text of Press Release, dated December 7, 1998, issued by Sky
Financial Group, Inc.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SKY FINANCIAL GROUP, INC.
By: /s/ Kevin T. Thompson
Name: Kevin T. Thompson
Title: Executive Vice President and
Chief Financial Officer
Date: December 21, 1998
FOR IMMEDIATE RELEASE
CONTACT: Marty E. Adams
President & Chief Operating Officer
Sky Financial Group, Inc.
(419) 327-6300
Jack W. Donaldson
President & Chief Operating Officer
The Ohio Bank
(419) 424-4000
SKY FINANCIAL GROUP, INC. ANNOUNCES
THE COMPLETION OF ITS
AFFILIATION OF THE OHIO BANK
December 7, 1998 (Bowling Green; Ohio; NASDAQ: SKYF) Sky Financial Group,
Inc. today announced the completion of its affiliation of The Ohio Bank, a
state chartered community bank headquartered in Findlay, Ohio.
The consummation of the transaction marks the completion of the deal
between The Ohio Bank and Citizens Bancshares, Inc. signed July 22,1998.
Shareholders of The Ohio Bank will receive 69.575 shares of Sky Financial
Group common stock for each share of common stock of The Ohio Bank. At
closing, the transaction was valued at approximately $180 million. The
exchange of shares will qualify as a tax free exchange, and the transaction is
to be accounted for as a pooling of interests.
At the completion of the affiliation, two Sky Financial affiliates were
merged into The Ohio Bank. American Community Bank, N.A., Lima and AmeriFirst
Bank, N.A., Xenia, were merged into The Ohio Bank, creating a $1.2 billion
commercial bank headquartered in Findlay, Ohio with 36 banking centers
throughout west-central Ohio. Additionally, five branch offices of Mid
American National Bank and Trust Company, Sky Financial's Toledo-based
affiliate, will be transferred to The Ohio Bank in January, 1999. Richard R.
Hollington, Jr. will continue to serve as Chairman of The Ohio Bank, Jack W.
Donaldson will serve as the resulting bank's President and Chief Executive
Officer, and James F. Burwell will serve as its Chief Operating Officer. The
Board of Directors of the bank will be comprised of representatives of The
Ohio Bank, AmeriCom Bank and AmeriFirst Bank. Additionally, Richard R.
Hollington, Jr., George N. Chandler, and Patrick W. Rooney will be appointed
to the Board of Directors of Sky Financial Group.
"Our partnership with The Ohio Bank represents an exciting new stage in our
company's growth, and we are extremely pleased at how well our companies
complement each other, to the benefit of our shareholders, employees,
customers and the community", said Marty E. Adams, Sky Financial Group's
President and Chief Operating Officer.
Jack W. Donaldson, President and Chief Executive Officer of The Ohio Bank
commented, "As a part of Sky Financial Group, we will continue to employ the
community bank concept of exceptional customer service from exceptional
people, with the added resources of a larger institution."
Sky Financial Group, Inc. is a diversified financial services holding
company headquartered in Bowling Green, Ohio. The Company's banking
affiliates include Mid American National Bank and Trust Company, Toledo, Ohio;
The Citizens Banking Company, Salineville, Ohio; The Ohio Bank, Findlay, Ohio;
First National Bank Northwest Ohio, Bryan; Century National Bank, Rochester,
Pennsylvania; and Adrian State Bank, Adrian, Michigan. The Company's
financial services affiliates include Mid Am Recovery Services, Inc.,
Clearwater, Florida; MFI Investments Corp, Bryan, Ohio; Mid Am Credit Corp.,
Columbus, Ohio; Mid Am Private Trust, N.A., Cincinnati, Ohio; Mid Am Financial
Services, Inc., Carmel, Indiana; Simplicity Mortgage Consultants, Marion,
Indiana; Mid Am Title Insurance Agency, Inc., Adrian, Michigan; Sky Technology
Resources, Inc., Bowling Green, Ohio; ValueNet, Inc., Lisbon, Ohio; Freedom
Financial Life Insurance Company, Phoenix, Arizona; and Freedom Express, Inc.,
Salineville, Ohio.
*****
The information contained in this press release contains forward-looking
statements regarding expected future financial performance which are not
historical facts and which involve risks and uncertainties. Actual results
and performance could differ materially from those contemplated by these
forward-looking statements.
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